10.
11.
shall be deemed to have been a termination at will. In that event, the City of Nashua shall,
if necessary, make an adjustment in the compensation paid to Professional Consultant such
that Professional Consultant receives total compensation in the same amount as it would
have received in the event of a termination-at-will.
C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City
of Nashua may take over the work and prosecute it to completion by agreement with
another party or otherwise. In the event Professional Consultant shall cease conducting
business, the City of Nashua shall have the right to solicit applications for employment
from any employee of the Professional Consultant assigned to the performance of the
contract.
Neither party shall be considered in default of the performance of its obligations hereunder
to the extent that performance of such obligations is prevented or delayed by any cause,
existing or future, which is beyond the reasonable control of such party. Delays arising
from the actions or inactions of one or more of Professional Consultant's principals,
officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Professional Consultant's control.
DISPUTE RESOLUTION _ The parties shall attempt to resolve any dispute related to this
contract as follows. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the
dispute. No dispute shall be considered submitted and no dispute shall be valid under this
provision unless and until the submitting party has delivered the written statement of its
position and full documentation to the other party. The parties shall then attempt to resolve
the dispute through good faith efforts and negotiation between the City of Nashua
Representative and a Professional Consultant Representative. At all times, Professional
Consultant shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination or direction of the City
of Nashua. If the parties are unable to resolve their dispute as described above within 30
days, if requested in writing by either the City of Nashua or the Professional Consultant
within 14 days after the 30 days described above , the parties shall attempt to resolve the
dispute by entering into structured non-binding negotiations with the assistance of a
mediator on a without prejudice basis. The mediator shall be appointed by agreement of
the parties, which agreement shall not be unreasonably withheld. If the parties cannot agree
to a mediator within 30 days or the dispute cannot be settled within a period of thirty (30)
days with the mediator, the parties’ reserve the nght to pursue any available legal and/or
equitable remedies for any breaches of this contract except as that right may be limited by
the terms of this contract.
NO DAMAGES FOR DELAY Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Professional Consultant for
damages because of hindrances or delays in the progress of the work from any cause, and
Professional Consultant agrees to accept in full satisfaction of such hindrances and delays
any extension of time that the City of Nashua may provide.
INSURANCE Professional Consultant shall carry and maintain in effect during the
performance of services under this contract:
> General Liability insurance in the amount of $1,000,000 per occurrence;
$2,000,000 aggregate;
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